Securities code: Beijing Dinghan Technology Group Co.Ltd(300011) securities abbreviation: Beijing Dinghan Technology Group Co.Ltd(300011) Announcement No.: 202216
Beijing Dinghan Technology Group Co.Ltd(300011)
Announcement on financial leasing and related party transactions between wholly-owned subsidiaries and related parties
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Dinghan Technology Group Co.Ltd(300011) (hereinafter referred to as “the company”) held the fifth meeting of the sixth board of directors on March 25, 2022, deliberated and adopted the proposal on financial leasing and related party transactions between wholly-owned subsidiaries and related parties. The relevant matters are hereby announced as follows:
1、 Overview of related party transactions
In order to further revitalize the stock assets, broaden financing channels and meet the daily production and operation needs of the wholly-owned subsidiary Guangzhou Dinghan rail transit vehicle equipment Co., Ltd. (hereinafter referred to as “Guangzhou Dinghan”), Guangzhou Dinghan plans to carry out financial leasing business with Guangzhou Wanbao Financial Leasing Co., Ltd. (hereinafter referred to as “Wanbao financial leasing”) and sign the after-sale leaseback contract, ownership transfer contract and consulting service agreement, The leasing method is sale and leaseback. The transaction object is the intellectual property rights with complete ownership of Guangzhou Dinghan. The financing amount is RMB 50 million, the lease term is 36 months, the annual interest rate of the lease is 5.70%, and the consulting service fee is RMB 500000.
Wanbao financial leasing and the company are the subsidiary holding companies of Guangzhou Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as “Guangzhou industrial control”). According to the related relationship stipulated in article 7.2.3 (II) of the GEM Listing Rules of Shenzhen Stock Exchange, Wanbao financial leasing is an affiliated legal person of the company, and this transaction constitutes a related transaction.
At the fifth meeting of the sixth board of directors held on March 25, 2022, the company considered and adopted the proposal on financial leasing and related party transactions between wholly-owned subsidiaries and related parties with 6 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Mr. LV Aiwu, Mr. Zuo Liang and Mr. Liang Chunhua avoided voting. The independent directors have expressed their prior approval opinions and clearly agreed independent opinions on the matter. This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction does not belong to major asset restructuring and does not require the approval of relevant departments.
2、 Basic information of related parties
(I) basic information
Company name: Guangzhou Wanbao Financial Leasing Co., Ltd
Unified social credit code 91440101ma5akflgxr
Date of establishment: October 19, 2017
Enterprise type: limited liability company (Hong Kong, Macao and Taiwan investment, non sole proprietorship)
Registered address: No. 106, Fengze East Road, Nansha District, Guangzhou (self compiled Building 1) x1301-g4751 (office use only) (JM)
Main office location: 20 / F, industrial control capital building, No. 9 Jinsha Road, Haizhu District, Guangzhou
Legal representative: Yi Xiaoming
Registered capital: RMB 180 million
Financial leasing services (limited to foreign-invested enterprises); charter business; Leasing transaction consultation and business scope guarantee; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Medical equipment leasing services; Concurrently engaged in commercial factoring business related to the main business (only for financial leasing enterprises)
Guangzhou Industrial Investment Holding Group Co., Ltd. holds 51.64%, Guangzhou Wanbao Changrui Investment Co., Ltd. holds 23.07%, Jinjun enterprise (Group) Co., Ltd. holds 17.60%, and Wanbao Changfeng Industrial Co., Ltd. holds 7.69%
Actual controller: Guangzhou Municipal People’s Government
(II) historical evolution and development of main businesses in recent three years
Founded on October 19, 2017 and registered in Nansha District, Guangzhou, Wanbao financial leasing is a Sino foreign joint venture financial leasing enterprise approved by the Department of Commerce of Guangdong Province, which mainly carries out financial leasing business nationwide. Over the past three years, the company has mainly taken state-owned background, listed companies and large enterprises as its customer base, focusing on high-end manufacturing, education, medical treatment, high-tech and other strategic emerging industries, and the business scale has been expanding.
(III) main financial data
Unit: RMB 10000
Main financial data December 31, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 3675997616264932
Net assets 160269145692352
Main financial data January December 2021 (Unaudited) January December 2020 (audited)
Operating income 15899891330842
Net profit 476438525466
Whether or not the person is dishonest
(IV) relationship with listed companies
Wanbao Financial Leasing Co., Ltd. is a subsidiary holding company of Guangzhou Industrial Investment Holding Group Co., Ltd. with the following equity structure and relationship:
3、 Basic information of the subject matter of related party transactions
(I) subject matter of lease: the intellectual property rights agreed in the list of leased items in the sale and leaseback contract are the assets with complete ownership of Guangzhou Dinghan. There is no mortgage, pledge or other third-party rights, no major disputes, litigation or arbitration, and no judicial measures such as seizure and freezing
(II) actual place of use of the leased object: 302, north half of building 11, No. 8, Changgang West Road, Haizhu District, Guangzhou (Guangzhou Dinghan rail transit vehicle equipment Co., Ltd.)
(III) value of the subject matter: the appraised value of the subject matter of this lease is 52.6 million yuan
4、 Pricing policy and basis of related party transactions
This transaction follows the principles of voluntariness, equality and fairness. The comprehensive business cost refers to the current market level and fully considers the optimization of the company’s financing cost. Finally, it is determined by both parties through negotiation. It does not exceed the average market pricing level under the same conditions, and there is no situation that damages the interests of the company and all shareholders.
5、 Main contents of related party transaction agreement
(I) ownership transfer contract
1. Party A (buyer): Guangzhou Wanbao Financial Leasing Co., Ltd
2. Party B (seller): Guangzhou Dinghan rail transit vehicle equipment Co., Ltd
3. Transferred items: leased items under the sale and leaseback contract
4. Place of delivery: the place where the leased object is located at the time of ownership transfer
5. Agreement price: Party A and Party B confirm that the agreement price of the leased object is 50 million yuan
(II) sale and leaseback contract
1. Party A (lessor): Guangzhou Wanbao Finance Leasing Co., Ltd
2. Party B (lessee): Guangzhou Dinghan rail transit vehicle equipment Co., Ltd
3. Leased items: the intellectual property rights agreed in the list of leased items in the sale and leaseback contract
4. Place of delivery: the place where the leased object is located when the ownership of the leased object is transferred
5. Lease principal: 50 million yuan
6. Lease term: 36 months from the lease commencement date
7. Rent payment method and period: subject to the schedule of Party B’s rent return in Annex III of the sale and leaseback contract, a total of 12 periods
8. Disposal of leased items after the expiration of the lease:
Party A agrees that after the lease expires and Party B has fully fulfilled its obligations (all rent, interest, taxes, liquidated damages, etc.) agreed in this contract and paid the purchase price of the leased items to Party A, Party A shall issue a certificate of ownership transfer to obtain the ownership of the leased items.
The purchase price of the leased items is RMB 1 (one yuan only). Party B shall pay the rent to Party A on the last rent day.
(III) consulting service agreement
1. Party A: Guangzhou Wanbao Financial Leasing Co., Ltd
2. Party B: Guangzhou Dinghan rail transit vehicle equipment Co., Ltd
3. (1) provide Party B with financial consulting services according to Party A’s legal and regulatory requirements; (2) Party A shall provide Party B with macroeconomic status and trend analysis, industry development consultation and market development analysis according to the needs of Party B; (3) Party A shall provide Party B with financing scheme design and financial leasing solutions according to the needs of Party B
4. Fees and payment: the total consulting service fee is 500000 yuan, which shall be paid on the day of signing the contract
6、 Purpose of this financial lease and its impact on the company
The wholly-owned subsidiary of the company carries out financial leasing business with related parties to meet its business development needs, help to broaden financing channels, solve daily operating capital needs and reduce the financing cost of the company. This related party transaction will not have an adverse impact on the current and future financial status and operating results of the company, will not affect the independence of the listed company, and the company’s main business will not rely on related parties due to such transactions.
Wanbao financial leasing has good performance ability and is a company controlled by Guangzhou Industrial Investment Holding Group Co., Ltd., so the risk of this connected transaction is low.
7、 The total amount of all kinds of related party transactions with the related person from the beginning of this year to the disclosure date the total amount of all kinds of related party transactions with Wanbao financial leasing from the beginning of this year to the disclosure date is RMB 50.5 million (excluding this transaction).
In March 2022, Liaoning dinghanqihui Electronic System Engineering Co., Ltd., a wholly-owned subsidiary, signed a technology development (entrustment) contract with the related party Guangzhou Wanbao Motor Co., Ltd. Liaoning dinghanqihui Electronic System Engineering Co., Ltd. provided services (technical services) to Guangzhou Wanbao Motor Co., Ltd. with a contract amount of 295000 yuan.
Wanbao financial leasing and Guangzhou Wanbao Motor Co., Ltd. are the holding companies under Guangzhou Industrial Investment Holding Group Co., Ltd. from the beginning of this year to the disclosure date, the total amount of various related party transactions between the company and the holding companies under Guangzhou Industrial Investment Holding Group Co., Ltd. is 50.795 million yuan (excluding this transaction).
8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
After full understanding and discussion of the financial lease, we believe that the above business is a related party transaction, and the related party transaction is to meet the business development needs of the wholly-owned subsidiary Guangzhou Dinghan rail transit vehicle equipment Co., Ltd. and comply with the provisions of relevant laws and regulations and the articles of association. We agree to submit the above matters to the board of directors of the company for deliberation.
(II) independent opinions of independent directors
Through the related party transaction between Guangzhou Dinghan rail transit vehicle equipment Co., Ltd., a wholly-owned subsidiary, and Guangzhou Wanbao Financial Leasing Co., Ltd., it is conducive to broaden financing channels, solve the company’s daily operating capital needs, reduce the company’s financing cost and will not affect the independence of the company’s business. This transaction follows the principles of voluntariness, equality and fairness. The comprehensive business cost refers to the market level in the same period and fully considers the optimization of the company’s financing cost. Finally, it is determined by both parties through negotiation and is not higher than the market standard under the same conditions in the same period. There is no damage to the interests of the company and all shareholders. The related directors shall avoid voting during the voting of the board of directors, and the voting procedures comply with relevant regulations.
9、 Other information
The cumulative related party transactions between the company within the scope of the merger and its subsidiaries of Guangzhou industrial control in recent 12 months are shown in the table below:
Unit: RMB 10000
Time related party transaction details counterparty transaction amount
The house rented in September 2021 was 167136 yuan from Guangzhou wanlijiayang Creative Industrial Park Development Co., Ltd
Rented in October 2021, Guangzhou wanlijiayang Creative Industrial Park Development Co., Ltd. 19.62
Sale and leaseback in February 2022
